UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
 
 
 
FORM 8-K    
 
 
 

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2017
 
 
 
 
EnerSys
(Exact name of registrant as specified in its charter)  
 
 
 

Commission File Number: 1-32253
 
 
 
 
Delaware
 
23-3058564
(State or other jurisdiction
of incorporation)
 
(IRS Employer
Identification No.)
2366 Bernville Road, Reading, Pennsylvania 19605
(Address of principal executive offices, including zip code)
(610) 208-1991
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
 
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 





Item 1.01. Entry into a Material Definitive Agreement

On August 4, 2017, EnerSys entered into a new credit agreement with a syndicate of bank lenders, including Bank of America, N.A. (“BofA”), as Administrative Agent, Swing Line Lender and Letters of Credit Issuer (the “Credit Agreement”). The new credit agreement is comprised of a $600 million senior secured revolving credit facility (the “Revolving Credit Facility”) and a $150 million senior secured term loan credit facility (the “Term Loan Facility”, and together with the Revolving Credit Facility, the “Credit Facilities”). The Credit Agreement permits, subject to the satisfaction of certain conditions, incremental revolving and term facilities up to an aggregate amount of
$325 million plus the amount of certain voluntary prepayments plus additional amounts (if any) subject to achievement of a certain consolidated secured net leverage ratio. The Credit Agreement refinanced EnerSys’ existing credit agreement dated March 29, 2011 (and as amended from time to time), by and among EnerSys, various lending institutions, and BofA, as Administrative Agent.

Loans under each Credit Facility bear interest, at EnerSys’ option, at a rate per annum equal to either (i) the London Interbank Offering Rate (“LIBOR”) plus between 1.25% and 2.00%, based on EnerSys’ consolidated total net leverage ratio or (ii) the Base Rate (which is the highest of (a) the BofA prime rate, (b) the Federal Funds Effective Rate plus 0.5% and (c) LIBOR for an interest period of one month plus 1.0%) plus between 0.25% and 1.00%, based on EnerSys’ consolidated total net leverage ratio. A commitment fee based on EnerSys’ consolidated total net leverage ratio is payable on the unused portion of the Revolving Credit Facility quarterly, in arrears, and on the date of termination or expiration of the revolving commitments.

On the closing date, EnerSys borrowed $150 million under the Term Loan Facility and $214 million under the Revolving Credit Facility. The proceeds of the borrowing were used to repay all outstanding amounts under EnerSys’ existing credit agreement.

EnerSys’ obligations under the Credit Facilities are guaranteed on a senior secured basis by all of its material wholly-owned domestic subsidiaries. The obligations under the Credit Facilities are also secured by a first priority lien on substantially all of the assets of EnerSys and its material wholly-owned domestic subsidiaries, including 100% of the stock of material wholly-owned domestic subsidiaries and 65% of the stock of certain first tier foreign subsidiaries.

The Credit Agreement includes financial covenants that require EnerSys to maintain a maximum consolidated total net leverage ratio and a minimum interest coverage ratio. The Credit Agreement also includes customary negative covenants that, among other things, place limits on the ability of EnerSys and its subsidiaries to incur debt, grant liens, dispose of assets, carry out mergers and acquisitions, make investments and pay dividends or make other distributions to stockholders.

A copy of the new Credit Agreement is attached as Exhibit 10.1 hereto, and is incorporated herein by reference. The description of the Credit Facilities is a summary only and investors should refer to the Credit Agreement for full terms.

Item 1.02. Termination of a Material Definitive Agreement

The disclosure required by this Item 1.02 is included in Item 1.01 and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition

On August 9, 2017, EnerSys issued an earnings press release discussing its financial results for the first quarter of fiscal 2018. The press release, attached as Exhibit 99.1 hereto and incorporated herein by reference, is being furnished to the SEC and shall not be deemed to be "filed" for any purpose.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure required by this Item 2.03 is included in Item 1.01 and is incorporated herein by reference.






Item 7.01.    Regulation FD Disclosure

EnerSys will be making several presentations, whereby it will disclose certain sales, market and other information. EnerSys is furnishing, as Exhibit 99.2 hereto and incorporated herein by reference, such information to the SEC, and such information shall not be deemed to be “filed” for any purpose.

Item 8.01.    Other Events

On August 9, 2017, EnerSys issued a press release announcing that its Board of Directors had declared a quarterly cash dividend of $0.175 per share, payable on September 29, 2017 to stockholders of record as of September 15, 2017. The press release, attached hereto as Exhibit 99.3, is incorporated herein by reference.

On August 9, 2017, EnerSys’ also issued a press release announcing the establishment of a new $100 million stock repurchase authorization with no expiration date. The press release, attached hereto as Exhibit 99.4, is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1
Credit Agreement, dated as of August 4, 2017, among EnerSys, certain other borrowers and guarantors identified therein, Bank of America, N.A., as administrative agent, swing line lender and Letters of Credit issuer, and other lenders party thereto (incorporated herein by reference to Exhibit 10.4 of EnerSys’ Quarterly Report on Form 10-Q for the quarter ended July 2, 2017 (File No. 001-32253) filed with the SEC on August 9, 2017).

99.1
Press Release, dated August 9, 2017, of EnerSys regarding the financial results for the first quarter of fiscal 2018.

99.2
Information in presentations by EnerSys.

99.3
Press Release, dated August 9, 2017, of EnerSys regarding stock repurchase authorization and a quarterly cash dividend.





Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
 
 
EnerSys
 
 
 
 
 
Date: August 9, 2017
By:
  /s/ Michael J. Schmidtlein
 
 
 
Michael J. Schmidtlein
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 









Exhibit Index

Exhibit No.  

 
Description  

EX-10.1
 
Credit Agreement, dated as of August 4, 2017, among EnerSys, certain other borrowers and guarantors identified therein, Bank of America, N.A., as administrative agent, swing line lender and Letters of Credit issuer, and other lenders party thereto (incorporated herein by reference to Exhibit 10.4 of EnerSys’ Quarterly Report on Form 10-Q for the quarter ended July 2, 2017 (File No. 001-32253) filed with the SEC on August 9, 2017).
EX-99.1
 
Press Release, dated August 9, 2017, of EnerSys regarding the financial results for the first quarter of fiscal 2018.
EX-99.2
 
Information in presentations by EnerSys
EX-99.3
 
Press Release, dated August 9, 2017, of EnerSys regarding stock repurchase authorization and a quarterly cash dividend.



Exhibit 99.1 PRESS RELEASE, DATED AUGUST 9, 2017, OF ENERSYS REGARDING FINANCIAL
RESULTS FOR THE FIRST QUARTER FISCAL 2018

EnerSys Reports First Quarter Fiscal 2018 Results 
Reading, PA, USA, August 9, 2017 – EnerSys (NYSE: ENS) the global leader in stored energy solutions for industrial applications, announced today results for its first quarter of fiscal 2018, which ended on July 2, 2017.

Net earnings attributable to EnerSys stockholders (“Net earnings”) for the first quarter of fiscal 2018 were $48.2 million, or $1.09 per diluted share, including an unfavorable highlighted net of tax impact of $1.2 million or $0.03 per share from cash charges from highlighted items described in further detail in the tables shown below, reconciling non-GAAP adjusted financial measures to reported amounts.

Net earnings for the first quarter of fiscal 2017 were $44.6 million, or $1.02 per diluted share, which included an unfavorable highlighted net of tax impact of $5.5 million or $0.12 per share from cash and non-cash charges and credits from highlighted items.

Excluding these highlighted items, adjusted Net earnings per diluted share for the first quarter of fiscal 2018, on a non-GAAP basis were $1.12, which met the guidance of $1.10 to $1.14 per diluted share given by the Company on May 30, 2017. These earnings compare to the prior year first quarter adjusted Net earnings of $1.14 per diluted share. Please refer to the section included herein under the heading “Reconciliation of Non-GAAP Financial Measures” for a discussion of the Company’s use of non-GAAP adjusted financial information which include tables reconciling GAAP and non-GAAP adjusted financial measures for the quarters ended July 2, 2017 and July 3, 2016.

Net sales for the first quarter of fiscal 2018 were $622.6 million, an increase of 4% from the prior year first quarter net sales of $600.6 million and a 1% sequential quarterly decrease from the fourth quarter of fiscal 2017 net sales of $626.8 million. The increase in the current quarter compared to the prior year quarter was the result of a 4% increase in pricing and a 1% increase in organic volume, partially offset by a 1% decrease due to foreign currency translation impact. The 1% sequential quarterly decrease was largely due to a 6% decrease in organic volume, partially offset by a 3% increase in pricing and a 2% increase due to foreign currency translation impact.

The Company’s operating results for its business segments for the first quarters of fiscal 2018 and 2017 are as follows:
 
Quarter ended
 
($ millions)
 
July 2, 2017
 
July 3, 2016
Net sales by segment
 
 
 
Americas
$
354.6

 
$
329.7

EMEA
199.1

 
197.1

Asia
68.9

 
73.8

 
 
 
 
Total net sales
$
622.6

 
$
600.6

 
 
 
 
Operating earnings
 
 
 
Americas
$
54.6

 
$
50.7

EMEA
13.5

 
19.8

Asia
3.2

 
4.2

Restructuring and other exit charges - Americas

 
(0.9
)
Restructuring and other exit charges - EMEA
(0.8
)
 
(0.3
)
Restructuring charges - Asia

 
(0.1
)
ERP system implementation - Americas
(0.9
)
 
(7.3
)
Acquisition activity expense - Americas

 
(0.1
)
 
 
 
 
Total operating earnings
$
69.6

 
$
66.0

EMEA - Europe, Middle East and Africa








“We are progressing well with our new EnerSys Operating System (EOS) and product roadmap setting the groundwork for future benefits,” stated David M. Shaffer, President and Chief Executive Officer of EnerSys. “Also, commodity price recovery in our second quarter should be approximately 85% which is an improvement from our first quarter price recovery of 70%. In our second quarter, the planned increases in operating expenses including Lean, Digital Core, and product roadmap spending will outpace the anticipated savings from the new initiatives presented at our Investor Day. The team remains excited and committed about the medium and long term return on all of these investments. Our second quarter guidance for non-GAAP adjusted net earnings per diluted share is between $1.03 and $1.07, which excludes an expected charge of $0.04 from our ongoing restructuring programs, ERP system implementation and acquisition expenses.”




Reconciliation of Non-GAAP Financial Measures

This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles, ("GAAP"). EnerSys' management uses the non-GAAP measure “adjusted Net Earnings” in their analysis of the Company's performance. This measure, as used by EnerSys in past quarters and years, adjusts Net Earnings determined in accordance with GAAP to reflect changes in financial results associated with the Company's restructuring initiatives and other highlighted charges and income items. Management believes the presentation of this financial measure reflecting these non-GAAP adjustments provides important supplemental information in evaluating the operating results of the Company as distinct from results that include items that are not indicative of ongoing operating results; in particular, those charges that the Company incurs as a result of restructuring activities, impairment of goodwill and indefinite-lived intangibles and other assets and those charges and credits that are not directly related to operating unit performance, such as fees and expenses related to acquisition activities, stock-based compensation of senior executives, significant legal proceedings, ERP system implementation and tax valuation allowance changes. Because these charges are not incurred as a result of ongoing operations, or are incurred as a result of a potential or previous acquisition, they are not as helpful a measure of the performance of our underlying business, particularly in light of their unpredictable nature and are difficult to forecast.

Income tax effects of non-GAAP adjustments are calculated using the applicable statutory tax rate for the jurisdictions in which the charges (benefits) are incurred, while taking into consideration any valuation allowances. For those items which are non-taxable, the tax expense (benefit) is calculated at 0%.

This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for Net Earnings determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. Management believes that this non-GAAP supplemental information will be helpful in understanding the Company's ongoing operating results. This supplemental presentation should not be construed as an inference that the Company's future results will be unaffected by similar adjustments to Net Earnings determined in accordance with GAAP .






Included below is a reconciliation of non-GAAP adjusted financial measures to reported amounts. Non-GAAP adjusted Net Earnings are calculated excluding restructuring and other highlighted charges and credits. The following tables provide additional information regarding certain non-GAAP measures:

 
Quarter ended
 
 
July 2, 2017
 
 
July 3, 2016
 
 
(in millions, except share and per share amounts)
 
Net Earnings reconciliation
 
 
 
 
 
As reported Net Earnings
$
48.2

 
 
$
44.6

 
Non-GAAP adjustments:
 
 
 
 
 
Restructuring charges
0.8

(1)
 
1.3

(1)
ERP system implementation
0.9

(2)
 
7.3

(2)
Acquisition activity expense

(3)
 
0.1

(3)
Income tax effect of above non-GAAP adjustments
$
(0.5
)
 
 
$
(3.2
)
 
Non-GAAP adjusted Net Earnings
$
49.4

 
 
$
50.1

 
 
 
 
 
 
 
Outstanding shares used in per share calculations
 
 
 
 
 
Basic
43,450,082

 
 
43,269,942

 
Diluted
44,163,074

 
 
43,829,813

 
 
 
 
 
 
 
Non-GAAP adjusted Net Earnings per share:
 
 
 
 
 
Basic
$
1.14

 
 
$
1.16

 
Diluted
$
1.12

 
 
$
1.14

 
 
 
 
 
 
 
Reported Net Earnings per share:
 
 
 
 
 
Basic
$
1.11

 
 
$
1.03

 
Diluted
$
1.09

 
 
$
1.02

 
Dividends per common share
$
0.175

 
 
$
0.175

 

The following table provides the regional allocation of the non-GAAP adjustments shown in the reconciliation above:

 
 
Quarter ended
 
 
July 2, 2017
July 3, 2016
 
 
Pre-tax
 
Pre-tax
 
 
 
($ millions)
($ millions)
(1) Restructuring charges - Americas
 
$

 
$
0.9

 
(1) Restructuring charges - EMEA
 
0.8

 
0.3

 
(1) Restructuring charges - Asia
 

 
0.1

 
(2) ERP system implementation - Americas
 
0.9

 
7.3

 
(3) Acquisition activity expense - Americas
 

 
0.1

 
Total Non-GAAP adjustments
 
$
1.7

 
$
8.7

 
 
 
 
 
EMEA -  Europe, Middle East and Africa









Summary of Earnings (Unaudited)
(In millions, except share and per share data)

 
Quarter ended
 
July 2, 2017
 
July 3, 2016
Net sales
$
622.6

 
$
600.6

Gross profit
163.1

 
166.3

Operating expenses
92.7

 
99.0

Restructuring charges
0.8

 
1.3

Operating earnings
69.6

 
66.0

Earnings before income taxes
61.0

 
59.0

Net earnings attributable to EnerSys stockholders
$
48.2

 
$
44.6

 
 
 
 
Net earnings per common share attributable to EnerSys stockholders:
 
 
 
Basic
$
1.11

 
$
1.03

Diluted
$
1.09

 
$
1.02

Dividends per common share
$
0.175

 
$
0.175

Weighted-average number of common shares used in per share calculations:
 
 
 
Basic
43,450,082

 
43,269,942

Diluted
44,163,074

 
43,829,813







EnerSys also announced that it will host a conference call to discuss the Company's first quarter fiscal year 2018 financial results and provide an overview of the business. The call will conclude with a question and answer session.

The call, scheduled for Thursday, August 10, 2017 at 9:00 a.m., Eastern Time, will be hosted by David M. Shaffer, Chief Executive Officer, and Michael J. Schmidtlein, Chief Financial Officer.

The call will also be Webcast on EnerSys' website. There will be a free download of a compatible media player on the Company’s website at http://www.enersys.com .

The conference call information is:
Date:
Thursday, August 10, 2017
Time:
9:00 a.m. Eastern Time
Via Internet:
http://www.enersys.com
Domestic Dial-In Number:
877-359-9508
International Dial-In Number:
224-357-2393
Passcode:
52101032

A replay of the conference call will be available from 12:00 p.m. on August 10, 2017 through midnight on September 10, 2017.

The replay information is:
Via Internet:
http://www.enersys.com
Domestic Replay Number:
855-859-2056
International Replay Number:
404-537-3406
Passcode:
52101032

For more information, contact Thomas O'Neill, Vice President and Treasurer , EnerSys, P.O. Box 14145, Reading, PA 19612-4145, USA. Tel: 610-236-4040; Web site: www.enersys.com .

EDITOR'S NOTE: EnerSys, the global leader in stored energy solutions for industrial applications, manufactures and distributes reserve power and motive power batteries, battery chargers, power equipment, battery accessories and outdoor equipment enclosure solutions to customers worldwide. Motive power batteries and chargers are utilized in electric forklift trucks and other commercial electric powered vehicles. Reserve power batteries are used in the telecommunication and utility industries, uninterruptible power supplies, and numerous applications requiring stored energy solutions including medical, aerospace and defense systems. Outdoor equipment enclosure products are utilized in the telecommunication, cable, utility, transportation industries and by government and defense customers. The company also provides aftermarket and customer support services to its customers in over 100 countries through its sales and manufacturing locations around the world.

More information regarding EnerSys can be found at www.enersys.com.

Caution Concerning Forward-Looking Statements

This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding EnerSys’ earnings estimates, intention to pay quarterly cash dividends, return capital to stockholders, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing operating performance, events, or developments that EnerSys expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, order intake, backlog, payment of future cash dividends, execution of its stock buy back program, judicial or regulatory proceedings, and market share, as well as statements expressing optimism or pessimism about future operating results or benefits from either its cash dividend or its stock buy back programs, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management's current views and assumptions regarding future events and operating performance, and are inherently subject to significant business, economic, and competitive uncertainties and contingencies and changes in circumstances, many of which are beyond the Company’s control. The statements in this press release are made as of the date of this press release, even if subsequently made available by EnerSys on its website or otherwise. EnerSys does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.






Although EnerSys does not make forward-looking statements unless it believes it has a reasonable basis for doing so, EnerSys cannot guarantee their accuracy. The foregoing factors, among others, could cause actual results to differ materially from those described in these forward-looking statements. For a list of other factors which could affect EnerSys’ results, including earnings estimates, see EnerSys’ filings with the Securities and Exchange Commission,“ Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,” including “Forward-Looking Statements,” set forth in EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2017. No undue reliance should be placed on any forward-looking statements.





Ex. 99.2 INFORMATION IN THE COMPANY'S PRESENTATION
Below is the Company's estimate of the size of the markets in which it participates and the Company's estimated share of such markets, all for calendar year 2016 ($ in billions):
 
 
Reserve Power Product Line
 
Motive Power Product Line
 
Total
 
 
 
 
 
 
Total Market
$
6.6

 
$
3.5

 
$
10.1

EnerSys Share of Relevant Market
13
%
 
32
%
 
20
%
 
 
 
 
 
 
Geographic Split of Relevant Market
 
 
 
 
 
Americas
23
%
 
39
%
 
28
%
EMEA (includes Europe, Middle East & Africa)
16
%
 
41
%
 
25
%
Asia
61
%
 
20
%
 
47
%
 
 
 
 
 
 
Split of Relevant Market by End-markets
 
 
 
 
 
Telecom
47
%
 

 
31
%
Uninterruptible Power Systems (UPS)
30
%
 

 
19
%
Reserve Other
23
%
 

 
15
%
Forklift Trucks

 
88
%
 
31
%
Motive Other

 
12
%
 
4
%
 
 
 
 
 
 
Regional Markets and Shares
 
 
 
 
 
Americas
 
 
 
 
$
2.9

EnerSys share of relevant market
 
 
 
 
38
%
 
 
 
 
 
 
EMEA  (includes Europe, Middle East & Africa)
 
 
 
 
$
2.5

EnerSys share of relevant market
 
 
 
 
27
%
 
 
 
 
 
 
Asia
 
 
 
 
$
4.7

EnerSys share of relevant market
 
 
 
 
5
%

Note – Market size includes only the markets where EnerSys participates. Market size includes only batteries and chargers. It excludes the aerospace & defense and cabinet enclosures markets, (each estimated at $1 to $2 billion) and service revenue.





Below is the Company's fiscal year 2017 sales and the percent of sales split by product line, geographic region and end market ($ in billions):
 
 
Reserve Power Product Line
 
Motive Power Product Line
 
Total
 
 
 
 
 
 
Net Sales
$
1.14

 
$
1.22

 
$
2.37

Geographic split:
 
 
 
 
 
Americas
 
 
 
 
56
%
EMEA  (includes Europe, Middle East & Africa)
 
 
 
 
32
%
Asia
 
 
 
 
12
%
 
 
 
 
 
 
Split by End-markets:
 
 
 
 
 
 
 
 
 
 
 
Telecom
30
%
 

 
15
%
Uninterruptible Power Systems (UPS)
25
%
 

 
12
%
Reserve Other
45
%
 

 
21
%
 
 
 
 
 
 
Total Reserve Power
100
%
 
 
 
48
%
 
 
 
 
 
 
 
 
 
 
 
 
Forklift Trucks

 
88
%
 
46
%
Motive Other

 
12
%
 
6
%
 
 
 
 
 
 
Total Motive Power
 
 
100
%
 
52
%
 
 
 
 
 
 






Exhibit 99.3

EnerSys Announces Stock Repurchase Authorization and Quarterly Dividend
Reading, PA, USA, August 9, 2017 – EnerSys (NYSE: ENS) the global leader in stored energy solutions for industrial applications, announced today that its Board of Directors has established a new $100 million stock repurchase authorization with no expiration date. The authorized repurchases will be made from time to time in either the open market or through privately negotiated transactions. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time. No assurance can be given that any particular amount of common stock will be repurchased. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when EnerSys might otherwise be prevented from doing so under insider trading laws or because of self-imposed blackout periods. This repurchase program may be modified, extended or terminated by the Board of Directors at any time.

EnerSys also announced today that its Board of Directors has declared a quarterly cash dividend of $0.175 per share of common stock payable on September 29, 2017 to holders of record as of September 15, 2017.

This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding EnerSys’ earnings estimates, intention to return capital to stockholders, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing operating performance, events, or developments that EnerSys expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, its intention to pay quarterly cash dividends and return capital to stockholders, execution of its stock repurchase program, and market share, as well as statements expressing optimism or pessimism about future operating results or benefits from either its cash dividend or its stock repurchase programs, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management’s current views and assumptions regarding future events and operating performance, and are inherently subject to significant business, economic, and competitive uncertainties and contingencies and changes in circumstances, many of which are beyond EnerSys’ control. The statements in this press release are made as of the date of this press release, even if subsequently made available by EnerSys on its website or otherwise. EnerSys does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

Although EnerSys does not make forward-looking statements unless it believes it has a reasonable basis for doing so, EnerSys cannot guarantee their accuracy. For a list of other factors which could affect EnerSys’ results, including earnings estimates, see EnerSys’ filings with the Securities and Exchange Commission, including “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,” including “Forward-Looking Statements,” set forth in EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2017. The foregoing factors, among others, could cause actual results to differ materially from those described in these forward-looking statements. No undue reliance should be placed on any forward-looking statements.